Common use of D&O Indemnification / Insurance Priority Matters Clause in Contracts

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, in his or her capacity as a director of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each The Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished Company on terms that are no less favorable to such director than the most favorable indemnification agreement entered into by the CompanyCompany with any of its other directors from time to time. The Company acknowledges and agrees that any Section 4.12 Person Purchaser Designees who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant of any member consultants of the Silver Lake Group Purchaser or its Affiliates may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group Purchaser or Affiliate thereof (collectively, the “Silver Lake "Purchaser Indemnitors”"). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s 's certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Purchaser Designee in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s 's obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Purchaser Indemnitors. No advancement or payment by the Silver Lake Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) SLP Affiliated Director shall be eligible to enter into offered an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person SLG Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor or consultant consultants of any member of the Silver Lake Group SLG may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group SLG (collectively, the “Silver Lake SLG Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SLG Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake SLG Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereofhereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake SLG Indemnitors. No advancement or payment by the Silver Lake SLG Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake SLG Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) The Company shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by attached hereto as Exhibit D with each H.I.G. Affiliated Director, with such changes as are mutually acceptable to the Purchaser and the Company. The Company acknowledges and agrees that any Section 4.12 Person H.I.G. Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake H.I.G. Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake H.I.G. Group (collectively, the “Silver Lake H.I.G. Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of 51 4840-5838-5626.18 incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, H.I.G. Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake H.I.G. Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary), and the Company agrees it shall use commercially reasonable efforts to amend its applicable director and officer insurance policies to provide for terms substantially consistent with the foregoing. Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake H.I.G. Indemnitors. No advancement or payment by the Silver Lake H.I.G. Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake H.I.G. Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group Purchaser Affiliated Directors may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Purchaser, its member of the Silver Lake Group or manager, a Purchaser Related Fund and/or their Affiliates (collectively, the “Silver Lake Purchaser Indemnitors”). The Company acknowledges and agrees that, notwithstanding any other rights to indemnification that the Purchaser Indemnitors may have, the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate articles of incorporationamalgamation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Purchaser Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the same rights to indemnification, indemnification and advancement of expenses and entitled to insurance as provided to any other directors of the Company (including to the extent provided under (i) the certificate articles of incorporation amalgamation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemniteestime, without regard to any rights such indemnitees may have against the Silver Lake Purchaser Indemnitors). No advancement or payment by the Silver Lake Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group Purchaser Affiliated Directors may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable Purchaser, its member of the Silver Lake Group or manager and/or their Affiliates (collectively, the “Silver Lake Purchaser Indemnitors”). The Company acknowledges and agrees that, notwithstanding any other rights to indemnification that the Purchaser Indemnitors may have, the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate articles of incorporationamalgamation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Purchaser Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the same rights to indemnification, indemnification and advancement of expenses and entitled to insurance as provided to any other directors of the Company (including to the extent provided under (i) the certificate articles of incorporation amalgamation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemniteestime, without regard to any rights such indemnitees may have against the Silver Lake Purchaser Indemnitors). No advancement or payment by the Silver Lake Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Affiliated Director shall be eligible to enter into offered an indemnification agreement consistent with the form thereof previously furnished by the CompanyCompany to other members of the Board of Directors. The Company acknowledges and agrees that any Section 4.12 Person SL Affiliated Director who is a partner, member, employee, advisor or consultant of SL or any member of the Silver Lake Group its Affiliates may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group SL or such Affiliate (collectively, the “Silver Lake Purchaser Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SL Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof5.06 hereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Purchaser Indemnitors. No advancement or payment by the Silver Lake Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Orogen Affiliated Director shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished Company on terms that are no less favorable to such director than the most favorable indemnification agreement entered into by the CompanyCompany with any of its other directors, from time to time. The Company acknowledges and agrees that any Section 4.12 Person Orogen Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Orogen Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Orogen Group (collectively, the “Silver Lake Orogen Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section ‎Section 5.05 hereof) or insurance policy to any Section 4.12 Person, Orogen Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations of the Company and each insurance company (under policies procured by the Company providing insurance) to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Orogen Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws and any insurance policy of the Company as in effect from time to time and/or (ii) such other agreement (including Section ‎Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Orogen Indemnitors. No advancement or payment by the Silver Lake Orogen Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company or the applicable insurer in their capacities as directors shall affect the foregoing and the Silver Lake Orogen Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) SLP Affiliated Director shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person SLP Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SLP Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, in his or her capacity as a director of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the 34 Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Company Board of Directors (including an SL a CD&R Director) (collectively, the “Section 4.12 4.14 Persons”) shall be eligible to enter into an indemnification agreement consistent with the then-current form thereof previously furnished entered into by other directors of the Company. The Company acknowledges and agrees that any Section 4.12 4.14 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake CD&R Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake CD&R Group (collectively, the “Silver Lake CD&R Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate Certificate of incorporationIncorporation, bylaws Bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 4.14 Person, in his or her capacity as a director of the Company or any of its subsidiariesSubsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake CD&R Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (ia) the certificate Certificate of incorporation Incorporation and/or bylaws Bylaws of the Company as in effect from time to time and/or (iib) such other agreement (including Section 5.05 hereof)agreement, if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake CD&R Indemnitors. No advancement or payment by the Silver Lake CD&R Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake CD&R Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser The Investor Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible entitled to enter into an the Company’s standard form of indemnification agreement consistent agreement, a copy of which has been publicly filed with the form thereof previously furnished by the CompanyCommission. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group Investor Designee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group Investor or its Affiliates (collectively, the “Silver Lake Investor Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Personthe Investor Designee, in his or her capacity as a director of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees indemnitee in their his or her capacities as directors director are primary and any obligation of the Silver Lake Investor Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees indemnitee shall, in their his or her capacities as directorsdirector, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof)agreement, if any, between the Company and such indemniteesindemnitee, without regard to any rights such indemnitees indemnitee may have against the Silver Lake Investor Indemnitors. No advancement or payment by the Silver Lake Investor Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors SL Person (including an SL Director) (collectivelyreferred to in this Section as, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, in his or her capacity as a director or a board observer of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors or board observers, as applicable, are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directorsdirectors or board observers, as applicable, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Orogen Affiliated Director shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished Company on terms that are no less favorable to such director than the most favorable indemnification agreement entered into by the CompanyCompany with any of its other directors, from time to time. The Company acknowledges and agrees that any Section 4.12 Person Orogen Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Orogen Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Orogen Group (collectively, the “Silver Lake Orogen Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Orogen Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Orogen Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws and any insurance policy of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Orogen Indemnitors. No advancement or payment by the Silver Lake Orogen Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company or the applicable insurer in their capacities as directors shall affect the foregoing and the Silver Lake Orogen Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors SL Person (including an SL Director) (collectivelyreferred to in this Section as, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, in his or her capacity as a director or a board observer of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors or board observers, as applicable, are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directorsdirectors or board observers, as applicable, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the ​ Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Xxxx Affiliated Director shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person Xxxx Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Xxxx Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Xxxx Group (collectively, the “Silver Lake Xxxx Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Xxxx Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Xxxx Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Xxxx Indemnitors. No advancement or payment by the Silver Lake Xxxx Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Xxxx Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person SLP Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor or consultant consultants of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, incorporation and/or bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SLP Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof)agreement, if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) SLG Affiliated Director shall be eligible to enter into offered an indemnification agreement consistent with the form thereof previously furnished by the CompanyCompany provides to other members of the Board of Directors at the applicable date. The Company acknowledges and agrees that any Section 4.12 Person SLG Affiliated Director who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group SLG may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group SLG (collectively, the “Silver Lake SLG Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SLG Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake SLG Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereofhereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake SLG Indemnitors. No advancement or payment by the Silver Lake SLG Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake SLG Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Atairos Affiliated Director shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished Company on terms that are no less favorable to such director than the most favorable indemnification agreement entered into by the CompanyCompany with any of its other directors, from time to time. The Company acknowledges and agrees that any Section 4.12 Person Atairos Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Atairos Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Atairos Group (collectively, the “Silver Lake Atairos Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Atairos Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Atairos Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Atairos Indemnitors. No advancement or payment by the Silver Lake Atairos Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Atairos Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) SLG Affiliated Director shall be eligible to enter into offered an indemnification agreement consistent with the form thereof previously furnished by the CompanyCompany to other members of the Board of Directors. The Company acknowledges and agrees that any Section 4.12 Person SLG Affiliated Director who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group SLG may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group SLG (collectively, the “Silver Lake SLG Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SLG Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake SLG Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereofhereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake SLG Indemnitors. No advancement or payment by the Silver Lake SLG Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake SLG Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) Affiliated Director shall be eligible to enter into offered an indemnification agreement consistent with the form thereof previously furnished by the CompanyCompany to other members of the Board of Directors. The Company acknowledges and agrees that any Section 4.12 Person SL Affiliated Director who is a partner, member, employee, advisor or consultant of SL or any member of the Silver Lake Group its Affiliates may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group SL or such Affiliate (collectively, the “Silver Lake Purchaser Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, SL Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable Subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Purchaser Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such such‌ indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof5.06 hereof and the Services Agreement), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Purchaser Indemnitors. No advancement or payment by the Silver Lake Purchaser Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Purchaser Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors SL Person (including an SL Director) (collectivelyreferred to in this Section as, the “Section 4.12 Persons”) and the director selected by the Nominating and Corporate Governance Committee in accordance with Section 4.07(a)(ii) shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by the Company. The Company acknowledges and agrees that any Section 4.12 Person who is a partner, member, employee, advisor or consultant of any member of the Silver Lake Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Group (collectively, the “Silver Lake Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, in his or her capacity as a director or a board observer of the Company or any of its subsidiaries, as applicable (such that the Company’s obligations to such indemnitees in their capacities as directors or board observers, as applicable, are primary and any obligation of the Silver Lake Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directorsdirectors or board observers, as applicable, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Indemnitors. No advancement or payment by the Silver Lake Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.

D&O Indemnification / Insurance Priority Matters. Each Purchaser Designee who serves as a member of the Board of Directors (including an SL Director) (collectively, the “Section 4.12 Persons”) The Company shall be eligible to enter into an indemnification agreement consistent with the form thereof previously furnished by on file with the CompanySEC with each Xxxx Affiliated Director. The Company acknowledges and agrees that any Section 4.12 Person Xxxx Affiliated Directors who is a partnerare partners, membermembers, employeeemployees, advisor advisors or consultant consultants of any member of the Silver Lake Xxxx Group may have certain rights to indemnification, advancement of expenses and/or insurance provided by the applicable member of the Silver Lake Xxxx Group (collectively, the “Silver Lake Xxxx Indemnitors”). The Company acknowledges and agrees that the Company shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided in the Company’s certificate of incorporation, bylaws and/or indemnification agreement (including Section 5.05 hereof) to any Section 4.12 Person, Xxxx Affiliated Director in his or her capacity as a director of the Company or any of its subsidiaries, as applicable subsidiaries (such that the Company’s obligations to such indemnitees in their capacities as directors are primary and any obligation of the Silver Lake Xxxx Indemnitors to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by such indemnitees are secondary). Such indemnitees shall, in their capacities as directors, be entitled to all the rights to indemnification, advancement of expenses and entitled to insurance to the extent provided under (i) the certificate of incorporation and/or bylaws of the Company as in effect from time to time and/or (ii) such other agreement (including Section 5.05 hereof), if any, between the Company and such indemnitees, without regard to any rights such indemnitees may have against the Silver Lake Xxxx Indemnitors. No advancement or payment by the Silver Lake Xxxx Indemnitors on behalf of such indemnitees with respect to any claim for which such indemnitees have sought indemnification, advancement of expenses or insurance from the Company in their capacities as directors shall affect the foregoing and the Silver Lake Xxxx Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such indemnitees against the Company.